The Doctor didn't know what to say.

He has figured maybe something was wrong. She lagged behind a bit on their adventures, smiled sadly as if she was hiding something from him and just didn't seem to be herself. But he had thought it was just because of Danny.

This...this he never would've expected. Clara, pregnant.

His mind was racing. He couldn't let her know that, though, or course. Couldn't let her see what he really thought and felt.

So he did what he does best. He hid it with a blank expression and a calm voice.

It had become easy for him after all of these years. Always hiding, always running away from that confrontation. He'd never liked to burden his companions with his sadness and guilt - their lives were too short to worry about him. He knew they would be supported him as they had been great friends, but there were certain lines he couldn't ever cross.

This was one of them. He couldn't exactly tell Clara that he was hurt. That the thought of her and Danny...put a pit in his stomach and torment in his mind and heart. He couldn't tell her that seeing her happy with him had been slowly killing him since the start.

The Doctor couldn't tell Clara Oswald that he was in love with her, and he couldn't tell her that this was the worst news he had ever received.

Peering down at her, he slowly stops moving his hand through her hair. Standing up straight he flashes her a quick smile of reassurance. "Clara Oswald, a mother. Congratulations."

He could tell how nervous she was. How she hadn't wanted him to know; and he couldn't help but wonder why. They were friends - hell, he was likely her best friend and she was certainly his. The secrecy concerned him a bit, sending thoughts of her distrust toward him whipping through his mind.

She stayed silent for a moment, gazing up at him with fear in her chocolate brown eyes. She quickly redeemed herself, however, masking it with a smile in return to his. "Thank you," she said softly.

The moment of silence that followed only allowed more pain to sear itself into his hearts.

"So," he said casually. "How far along? Male? Female? Neither? Both?"

"I-I'm not sure yet. 9 weeks, that's what the doctor said," she responded quietly, slowly sitting up again. She grabbed the water from the beside table, slowly lifting it to her lips. Her hands were shaking - her nerves hadn't settled.

"Ah, I see," he said, the first thought in his head that she not only had sex with Danny Pink but that it was somewhat recent.

As much as he hated himself for it, he couldn't say he was upset over the loss of him. Danny had been an alright person, but it meant that Clara was free again. Not that he would ever go for anything.

The only thing about that ordeal that had truly upset him was seeing how much pain she was in. He'd known she'd loved him, and he understood what it was like to lose someone that important to you. He hated seeing her look tired, alone. The redness under her eyes, her out of it expression, her sullen posture. He hated himself for not being able to fix it and make her happy again.

Seeing her cry was likely the worst sight he had ever seen, and he had seen bloodshed and war and death, likely more than anyone else.

"D-Danny was...the, the um," she said quickly, flustered. Fidgeting with the glass in her hands, she occupied herself by staring down at her lap.

"The father," he finished for her quietly, keeping his eyes on her. She was blinking too frequently, inhaling too quickly and even if she was trying to hide it, he knew her eyes were watering.

"Yes...the father," she repeated, her voice beginning to crack like she was about to cry. He slowly sat on the edge of the bed, carefully removing the glass from her hands and she looked at him in confusion.

"Clara..I know. I..I understand," he said. He'd never been the best at comforting people, especially not in this regeneration. He'd tried, been gentle with those in pain but it never turned out the way that he wanted it to.

She bit her lip, drawing in another breath slowly. He could see that she was trying to calm herself. She didn't want to break down in front of him.

"I..I've lost people before. People very dear to me. I understand the pain, Clara, I do," he continued in a soft voice, trying to tiptoe his way through it. "It's not easy..I know. And it's alright to be hurt. You don't have to hide- you don't have to hide from me."

A tear slid down her face slowly, and he just wanted to hold her. To scoop her into his arms and not let go until every ounce of pain and hurt inside of her was gone.

"I'm here. I'm here for you, I'm your friend...you don't have to go through this alone. It's going to be alright.."

She was crying now. Her shoulders trembled, her eyes traveled down away from his and he gave into his instinct. Wrapping his arms around her, he pulled her closer to him gently. She didn't seem to mind, burying her face into his shoulder as her cries crashed through her, turning to sobs.

There wasn't much that he could do, and he knew that. Nothing he could say would make her stop hurting.

But the Doctor loved Clara and he was willing to try.